SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-QSB
                   
Quarterly Report Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934

For the quarterly period ending			        Commission File 
     September 30, 1997	 					            Number   0-3063

                  TINSLEY LABORATORIES, INC.
____________________________________________________________
(Exact name of registrant as specified in its charter)

           
         California	  						                         94-1049146
State or other jurisdiction of					      (I.R.S. Employer Identification No.)
incorporation or organization			             


     3900 Lakeside Drive, Richmond, California 94806
_______________________________________________________________
(Address of principal executive offices and zip code)


Registrant's telephone number, including area code (510)222-8110 


Indicate by check mark whether the registrant (1)  has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange 
Act  of 1934 during the past 12 months (or for such shorter period 
that the registrant was required to file such reports), and (2) has been 
subject to such filing requirements for the past 90 days.  Yes X No __

1,654,248 shares of Common Stock outstanding as of September 30, 1997.

<PAGE>
Part 1.  Financial Information
Item 1.
<TABLE>
TINSLEY LABORATORIES, INC.
Condensed Consolidated Balance 
Sheets
(Unaudited)
<CAPTION>

                                      Sept. 30,            Dec. 29,
                                        1997                 1996
                                      ---------            --------
<S>                                  <C>                  <C>
ASSETS
Current Assets:
  Cash and short-term investments      $181,394            $946,222
  Accounts receivable                 3,840,667           2,925,786
  Inventories                         1,640,029           1,785,721
  Prepaid expenses & other              692,788             666,436
                                      ---------           ---------
  Total current assets                6,354,878           6,324,165

Net property, plant & equipment       7,431,838           6,288,088
Other assets                            827,627             872,627
Net goodwill                          1,303,162           1,394,791
                                      ---------           ---------
                                    $15,917,505         $14,879,671
                                     ==========          ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Trade account payable                $732,019            $640,397
  Other accrued liabilities           3,100,130           2,702,169
                                      ---------           ---------
  Total current liabilities           3,832,149           3,342,566

Long-term debt                          618,034           1,491,110
Long-term notes payable
   to related parties                   105,000              10,000
Deferred income taxes                   227,101             324,686
Deferred compensation                   629,855             613,777
Stockholders' Equity:
  Common stock at stated value          274,880             258,633
  Capital in excess of stated value   1,568,979           1,261,776
  Retained earnings                   8,935,725           7,704,963
  Minimum pension liability            (274,218)           (127,840)
                                      ---------           ---------
Total stockholders' equity           10,505,366           9,097,532
                                     ----------           ---------
                                    $15,917,505         $14,879,671
                                     ==========          ==========
</TABLE>
<PAGE>

<TABLE>
TINSLEY LABORATORIES, INC.
Condensed Consolidated Statements 
of Income
(Unaudited)
<CAPTION>

                              Three months ended        Nine Months ended
                              ------------------        -----------------
                            Sept. 30,    Sept. 29,     Sept. 30,    Sept. 29,
                               1997         1996          1997         1996
                            ---------    ---------     ---------    ---------
<S>                         <C>          <C>           <C>          <C>
Net sales                  $5,463,887   $4,918,550   $16,003,865  $13,070,647

Cost of goods sold          3,620,472    3,468,239    10,316,736    9,010,443

Selling, administrative and
 research and development 
  expenses                  1,093,398      785,159     3,282,563    2,669,445
Amortization of intangible
 assets                        55,543       55,543       166,629      166,629
                            ---------    ---------     ---------   ----------
Income from operations        694,474      609,609     2,237,937    1,224,130
Other (income) expense        (17,352)      27,534       (25,330)     (37,622)
Interest expense               63,686       68,847       146,363      158,052
                            ---------    ---------     ---------   ----------
Income before taxes           648,140      513,228     2,116,904    1,103,700
Provision for taxes on income 272,642      217,700       886,142      477,904
                            ---------    ---------     ---------   ----------
Net income                   $375,498     $295,528    $1,230,762     $625,796
                            =========    =========     =========   ==========
Per share of common stock:
  Net income                    $0.21        $0.19         $0.70        $0.41
                            =========    =========     =========   ==========
Number of shares used in per
   share calculation        1,797,797    1,543,948     1,766,077    1,543,948
                            =========    =========     =========    =========

</TABLE>
<PAGE>

TINSLEY LABORATORIES, INC.
Condensed Consolidated Statements of 
Cash Flows
(Unaudited)

<TABLE>
<CAPTION>
                                        For the nine months ended
                                        -------------------------
                                        Sept. 30,        Sept. 29,
                                           1997             1996
                                        ---------        ---------
<S>                                    <C>              <C>
Cash flows from operating activities:
  Net income                           $1,230,762         $625,796
  Adjustments to reconcile net
   income to net cash provided 
   (used) by operating activities:
  Depreciation & amortization             788,606          743,140

  Change in operating assets and
    liabilities                        (1,111,871)        (583,100)
    Net cash provided by operating
     activities                           907,497          785,836
Cash flows from investing activities:
  Purchase of fixed assets             (1,645,727)      (1,592,552)
  Other                                   (30,000)         (45,000)
                                        ----------       ----------
     Net cash used in investing
      activities                       (1,675,727)      (1,637,552)

Cash flows from financing activities:
  Proceeds from borrowing arrangements    450,000        1,250,000
  Principal payments on long-term debt   (770,048)        (509,879)
  Proceeds from exercise of stock options 323,450           26,675 
                                        ---------        ---------
     Net cash provided by (used in)
      financing activities                  3,402          766,796
                                        ---------        ---------
Net change in cash and cash
  equivalents                            (764,828)         (84,920)

Cash and cash equivalents at
  beginning of period                     946,222          560,692 
                                        ---------        ---------
Cash and cash equivalents at 
  end of period                          $181,394         $475,772
                                        =========        =========

-----------------------------------------------------------------------------
Supplemental disclosure of cash
  flow information:
Cash paid for:
  Interest                               $153,698         $172,006
  Income taxes                         $1,325,175         $354,000
=============================================================================
</TABLE>
<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997

Note:  1.	Basis of Presentation

		The accompanying unaudited condensed consolidated 
financial statements have been prepared in accordance with generally 
accepted accounting principles for interim financial information and with 
the instructions to Form 10-QSB and article 10 of Regulation S-X.  
Accordingly, they do not include all of the information and footnotes 
required by generally accepted accounting principles for complete financial 
statements.  In the opinion of management, all adjustments (consisting of 
normal recurring accruals) considered necessary for a fair presentation 
have been included.  Operating results for the nine month period ended, 
September 30, 1997, are not necessarily indicative of the results that may 
be expected for any future periods.  For further information, refer to the 
consolidated financial statements and footnotes thereto included in the 
Company's annual report on Form 10-KSB/A for the year ended December 
29, 1996.

		In June 1995, the Company entered into employment 
agreements with its President and Chief Executive Officer and Vice 
President of Marketing.  The Company had not accrued the annual bonus 
or deferred compensation under the employment agreements for 1996.  To 
correctly accrue compensation related to the employment agreements, the 
Company originally restated its condensed consolidated financial 
statements for the quarter ended June 30, 1996.  The effect of the 
restatement on the results of operations was a reduction of net income of 
$54,804 or $.03 per share for the nine months ended September 30, 1996.  
In the opinion of management, all material adjustments necessary to 
restate the September 30, 1996 condensed consolidated financial 
statements have been recorded.

		The consolidated financial statements include the accounts of 
Tinsley Laboratories, Inc., and its wholly owned subsidiaries, Century 
Precision Industries, Inc. d/b/a Century Precision Optics ("Century") and 
Tinsley International, Inc., after elimination of intercompany transactions 
and balances.



Note: 2.	Inventories

		The components of inventory consist of the following:
<TABLE>
<CAPTION>
                                  September 30,           December 29,
                                       1997                   1996
                                  -------------           ------------
<S>                               <C>                     <C>
Raw materials                          $266,617               $229,640
Contracts in progress (net of 
 cost of progress billings of 
 $1,576,998 at September 30, 1997, 
 and $576,416 at December 29, 1996)     624,221                637,390

Finished goods                          749,191                918,691
                                       --------                -------
                                     $1,640,029             $1,785,721
                                     ==========             ==========
</TABLE>

Note 3.	Recent Accounting Pronouncement

		In February 1997, the Financial Accounting Standards Board 
issued Statement No. 128, Earnings per Share, which is required to be 
adopted on December 31, 1997.  At that time, the Company will be required 
to change the method currently used to compute earnings per share and to 
restate all prior periods which are presented in its financial statements.  
Under the new requirements for calculating basic earnings per share, the 
dilutive effect of stock options will be excluded.  Under the new 
requirements, the Company's basic earnings per share for the nine months 
ending September 30, 1997 and September 30, 1996 would be 74 cents a 
share and 44 cents a share, respectively.

Note 4.	Pending Merger

		On September 9, 1997, Silicon Valley Group, Inc. of San Jose, 
California signed a definitive agreement to acquire the Company.  The 
merger, intended to qualify as a pooling of interests, is scheduled to be 
voted upon by Tinsley shareholders on November 26, 1997.
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF QUARTERLY FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Item 2.
Tinsley's operating results, which have shown continuing strength over the 
last several quarters, improved again during the third quarter of 1997 and 
for the first nine months of the year ended September 30.

Net sales for the first three quarters rose to $16,003,865 or 22 percent 
above last year's sales for the same period of $13,070,647.  Net income 
reflected our higher volume, moving up to $1,230,762 or 70 cents a share. 
Net income therefore substantially exceeded the $625,796 or 41 cents a 
share earned during the first nine months of 1996.

Third quarter sales came to $5,463,887 or 11 percent higher than last year's 
sales for the September quarter of $4,918,550.  Net income for the 
September quarter was $375,498, or 21 cents a share, as compared to 
$295,528 or 19 cents a share for the same quarter last year.

Moreover, our higher sales and profits accompanied a significant 
strengthening of the company's backlog by the close of the September 
quarter.  Thus backlog by September 30 had reached $17,089,000, which 
was well up from our $10,380,000 backlog at the same time a year ago, and 
appreciably ahead of our backlog of $10,300,000 at the start of the current 
year.

Our business with the Lawrence Livermore National Laboratory has grown 
over the past several months with our increasing involvement in the 
National Ignition Facility, a $1.2 billion laser fusion technology program.

Tinsley has completed the successful transition from a company that has 
primarily served the military to a much better balanced organization 
essentially dedicated to commercial markets.  

One aspect of this shift is our new concentration on precision optics used 
in lithography equipment for making semiconductor chips.  Through our 
acquisition of Century, an important contributor to the company's 
improved operations in recent years,  we have also entered the film and 
video  products markets.  While historically we have been the major factor 
in the production of optical tooling for the manufacture of color television 
tubes, these optics remain a robust line of business for the company.

With regard to precision optics for the lithography industry, on which we 
have previously reported, our strategy is to work with consortiums of other 
high technology companies and customers that share this common 
objective.

One example is our involvement in a Joint Sponsored Research Agreement 
with a consortium of three other United States government and private 
industrial organizations.  The consortium was organized to develop ultra-
precision optics manufacturing and system technologies needed by the 
United States Semiconductor Industry to produce future generations of 
semiconductor chips and by United States government for the future 
exploration of space.  The other consortium participants are Sematech, 
Inc., NASA's Goddard Space Flight Center and SVG Lithography Systems, 
Inc..   The work of the consortium members is being coordinated and 
largely funded by Sematech, Inc.

Another significant recent development in this area has been Tinsley's 
support of the new Advanced Lithography Technology Consortium headed 
by Intel, the world's largest chipmaker.  This consortium, in addition to 
Intel, includes Motorola, Advanced Micro Devices and the Virtual National 
Laboratory consisting of the combined resources of Lawrence Livermore 
National Laboratory, Sandia National Laboratories and E.O. Lawrence 
Berkeley National Laboratory.  The Intel led consortium plans to invest over 
$250 million in private funding over the next three years to develop extreme 
ultraviolet lithography for commercial manufacturing of computer chips.

It is projected that this  technology would increase computer chip 
capabilities for the 21st Century, allowing microprocessors to become 100 
times more powerful and memory chips to store 1,000 times more 
information than is now possible.

Tinsley brings to these new consortiums of high technology companies 
many years of specialized experience in the development and production 
of high precision optics, many of which have provided important long term 
scientific and industrial benefits.

The repair of the Hubble Space Telescope is a case in point.  In early 
October, 1997, the orbiting space laboratory generated spectacular 
photographs of what NASA described as the most powerful star ever 
detected, what NASA called "The Pistol Star", which releases more energy 
than the sun.

It was the latest of many unprecedented pictures taken by Hubble since the 
installation of a number of Tinsley mirrors by astronauts that  corrected the 
telescope's flawed vision.  "NASA", says Ed Weiler, program scientist for 
the Hubble, "has delivered a telescope that meets all of the promises we 
made before the launch."

This will be our last Shareholders Report as an independent company.

On September 9, Silicon Valley Group, Inc. of San Jose, California signed a 
definitive agreement to acquire Tinsley Laboratories.  We have previously 
mailed to all Tinsley shareholders information on the merger, which is 
intended to qualify as a pooling of interests.   The merger is scheduled to 
be voted upon by Tinsley shareholders on November 26, 1997.

The Merger will provide Tinsley with greater resources with which to 
develop and expand its manufacturing capabilities and technology.

As we enter into this new and exciting period of development and 
expansion, I would like to take this opportunity to express my thanks and 
deep appreciation to individuals who have played important roles in 
supporting Tinsley through the Company's long history.  I am thinking of 
the late David L. Feathers, who provided inspiration, prudent advice, and 
timely financial support during several critical years while serving ably on 
our Board of Directors.  

Harvey L.  Morton, our Chairman and President for a considerable period, 
gave the Company invaluable technical expertise for many years.   Harvey 
Morton played a vital part in developing the Company's proprietary 
technology.

May I also express my thanks and appreciation to our current Board of 
Directors:  Stephen L. Davenport, Stephen E. Globus and Steven E. Manios, 
and our recently retired Director, Daniel J. Duckhorn, as well as to 
company officers: Daniel J. Bajuk, Robert J. Johnson and James A. 
Kennon.

I would also like to express my gratitude to Donald P. Clark, Corporate 
Counsel and Lowell M. Clucas, Consultant for their sound advice and 
excellent work over the last 30 years.

I value my long association with these gentlemen and their personal 
friendship.

Finally, I want to express my thanks and appreciation to all the employees 
of Tinsley for their dedication, competence, and hard work in establishing 
Tinsley as the internationally  recognized  leader in ultra-precision optical 
manufacturing. What we have achieved together has been truly the Work of 
Many Hands.

In the beginning of the new era for Tinsley, our goal is to remain solidly in 
the forefront of precision optical manufacturing while continuing to make 
significant contributions to our customers' products and advanced 
technology programs.

Robert J. Aronno
Chairman of the Board
President and Chief Executive Officer

November 7, 1997




Liquidity and Capital Resources:

As of September 30, 1997, cash and cash equivalents were $181,394, a 
decrease of $764,828 from cash and cash equivalents of $946,222 at 
December 29, 1996.  The decrease in cash and cash equivalents was 
primarily due to purchases of fixed assets and payments of long-term debt, 
offset in part by cash provided by operating activities and additional bank 
borrowings.

The Company has a $1.2 million bank revolving line of credit (the "Bank 
Line") which was amended on October 14, 1997.  The Bank Line bears 
interest at the bank's prime rate plus 1% and expires on April 30, 1998.  At 
September 30, 1997 the Company had $250,000 outstanding under the 
Bank Line.  During 1997, the Company renewed its bank line of credit, 
which expired on April 30, 1997, and increased available borrowings from 
$1,000,000 to $1,200,000.  The line of credit is secured by the Company's 
current and future assets.  The line of  credit requires the Company to meet 
various financial covenants.  The Company was in compliance with these 
covenants as of September 30, 1997.

The Company is currently negotiating with a manufacturer of 
cinematographic equipment located in the United Kingdom to purchase 
assets intended to complement Century's optical lens business.  The cost 
to the Company to purchase and finance the ongoing operation could 
require the Company to obtain third party financing.  

On April 1, 1998, the Company is obligated to repay in full a $750,000  note 
payable related to the 1996 purchase of land and a building.

The Company estimates that it will require an additional $700,000 in capital 
expenditures for use in the ordinary course of its business over the twelve 
months ended September 30, 1998.

The Company believes that it has adequate working capital and available 
bank credit to sustain operations, provide for the expansion of its business 
and fulfill its obligations for at least the next twelve months.


<PAGE>

Part II		Other Information

Item 4.	Submission of Matters to a Vote of Security Holders

	Reference is made to materials appearing with respect to 
election of the Board of Directors, set forth in the Company's 
definitive Proxy Statement filed in connection with the 
Company's 1996 Annual Meeting of Shareholders, held on 
April 23, 1997 which material is incorporated herein.

Item 6.	Exhibits and Reports on Form 8-K

	(b)	No reports on Form 8-K were filed during the current 
period.


Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

						TINSLEY LABORATORIES, INC.


						 
						____________________________
						Robert J. Aronno
						President and
						Chief Executive Officer
						

November 11, 1997